Non-Assert IP definition
Non-Assert IP means any Patent Rights Controlled by a Party or its Affiliates that claim (a) the **, or (b) a **. For clarity, the foregoing does not include any **.
Non-Assert IP has the meaning set forth in Section 8.7(b).
Non-Assert IP means, on a Program-by-Program basis, all claims of Patents that (i) are owned or Controlled as of the Effective Date by Seller or any of its Affiliates (which are Affiliates of Seller as of the Closing Date), (ii) are not included in the Purchased Assets; (iii) were used by Seller or any of its Affiliates in Exploiting the Compounds for such Program; and (iv) that cover or would be infringed by the Exploitation of Compounds or Current Products against one or more Buyer Targets, provided, that the foregoing shall not apply to any other pharmaceutical active ingredient other than the Compounds.
Examples of Non-Assert IP in a sentence
Seller agrees that any transfer of such Seller Licensed Intellectual Property and Non-Assert IP shall be subject to the conditions in this Section 2.2, and that in any such transfer agreement such transferee shall agree to take an irrevocable obligation to be bound by the license or non-assert obligations described herein.
Seller and its Affiliates and each of its and their successors and assigns (or any successors and assigns to any of the Non-Assert IP) shall impose the foregoing covenant not to ▇▇▇ on any third party to which Seller or any of its Affiliates sells, exclusively licenses, grants any right to assert, or assigns any of the Non-Assert IP.
More Definitions of Non-Assert IP
Non-Assert IP means all patents or applications owned or Controlled by Seller or any of its Affiliates as of the date hereof (other than Patents and Know-How included in the Purchased Assets).